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SIHL Symphony International Holdings Ld

0.351
-0.009 (-2.50%)
25 Jun 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Symphony International Holdings Ld LSE:SIHL London Ordinary Share VGG548121059 ORD NPV (CDI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.009 -2.50% 0.351 0.332 0.37 3,427 16:35:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Investors, Nec -91.13M -102.24M -0.1991 -1.81 184.81M

Symphony International Holdings Ltd Annual Financial Report

05/04/2024 7:00am

RNS Regulatory News


RNS Number : 3894J
Symphony International Holdings Ltd
05 April 2024
 

SYMPHONY INTERNATIONAL HOLDINGS PUBLICATION OF ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2023

 

5 April 2024

 

Symphony International Holdings Limited (LSE: SIHL) is pleased to announce the publication of its 2023 annual report, which is available on its website at www.symphonyasia.com.

 

 

For further information, please contact:

 

Symphony Asia Holdings Pte. Ltd.:          +65 6536 6177  

Anil Thadani                                                         

Rajgopal Rajkumar

 

 

Dealing codes

The ISIN number of the Ordinary Shares is VGG548121059, the SEDOL code is B231M63 and the TIDM is SIHL.

The LEI number of the Company is 254900MQE84GV5DS6F03.

 

IMPORTANT INFORMATION 

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States or any other jurisdiction into which the publication or distribution would be unlawful. These materials do not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. The securities referred to in this document have not been and will not be registered under the securities laws of such jurisdictions and may not be sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within such jurisdictions. 

No representation or warranty is made by the Company as to the accuracy or completeness of the information contained in this announcement and no liability will be accepted for any loss arising from its use. 

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction. All investments are subject to risk. Past performance is no guarantee of future returns. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decisions. 

This announcement is not an offer of securities for sale into the United States. The Company's securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States. 

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this document is subject to change without notice and, except as required by applicable law, neither the Company nor the Investment Manager assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.


Independent auditors' report

 

Members of the Company

Symphony International Holdings Limited

 

Report on the audit of the financial statements

 

Opinion

 

We have audited the financial statements of Symphony International Holdings Limited ('the Company'), which comprise the statement of financial position as at 31 December 2023, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information, as set out on pages FS1 to FS36.

 

In our opinion, the accompanying financial statements are properly drawn up in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) so as to give a true and fair view of the financial position of the Company as at 31 December 2023 and of the financial performance, changes in equity and cash flows of the Company for the year ended on that date.

 

Basis for opinion

 

We conducted our audit in accordance with International Standards on Auditing (ISAs).  Our responsibilities under those standards are further described in the 'Auditors' responsibilities for the audit of the financial statements' section of our report.  We are independent of the Company in accordance with the International Ethics Standards Board for Accountants International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) and Accounting and Corporate Regulatory Authority Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements, the IESBA Code and the ACRA Code.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Key audit matters

 

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

 


Valuation of financial assets at fair value through profit or loss (Level 3)

(Refer to Note 15 to the financial statements, page FS22 et seq.)

The key audit matter

How the matter was addressed in our audit

 

The Company's investments are measured at fair value and amount to US$373 million (2022: US$478 million) as at 31 December 2023. The Company holds its investments directly or through its unconsolidated subsidiaries. The underlying investments comprise both quoted and unquoted securities.

 

The Company has underlying unquoted investments amounting to US$338 million (2022: US$431 million) which require significant judgement in the determination of the fair values as significant unobservable inputs are used in their estimation. Changes in these unobservable inputs could have a material impact on the fair value of these investments.

 

The uncertain economic environment has caused significant estimation uncertainty and as a result, there is increased judgement in forecasting cash flows used in the discounted cash flow models, and maintainable earnings or revenue used in the enterprise value using comparable traded multiples models. These conditions and the uncertainty of their continuation results in a risk of inaccurate forecasts or a significantly wider range of possible outcomes to be considered.

 

The Company used external valuers to measure the fair value of the land related investments. As the external valuations were based on the information available as at the date of the valuations, the external valuers have also recommended to keep the valuation of these properties under frequent review as the fair values may change significantly and unexpectedly over a short period of time.  The Company used internal models to value the operating businesses.

 

As part of our audit procedures, we have:

 

·     Evaluated the design and implementation of management's controls over the preparation, review and approval of the valuations; and

 

·     Evaluated appropriateness of management's approach for valuing its investments as follows:

 

·   Our in-house valuation specialist has assessed the appropriateness of the internal models used to value the operating businesses, except for investments valued based on the price of a recent transaction;

 

·   Evaluated the external valuers' independence and qualification; and compared the assumptions and parameters used to externally derived data;

 

·   For operating businesses valued using the comparable enterprise model, checked consistency of earnings before interest, tax, depreciation and amortisation ('EBITDA') or revenue multiples and share prices to publicly available information; and

 

·   For operating businesses which uses the option pricing model as a secondary valuation technique, involved our in-house valuation specialist in assessing the liquidation preference of each instrument by agreeing to underlying agreements and term sheets.

 

 

 

 



 

Valuation of financial assets at fair value through profit or loss (Level 3)

(Refer to Note 15 to the financial statements, page FS22 et seq.)

The key audit matter

How the matter was addressed in our audit

 

·    For land related investments in Thailand and Japan, the external valuers applied the comparable valuation method with the price per square metre as the parameter.

·    For operating businesses in Thailand, France, India, Singapore, and Vietnam, the Company measured the investments using the comparable enterprise model. An option pricing method using the Black Scholes model is applied to certain investments where instruments have different rights/terms as a secondary valuation technique to allocate the equity value based on different breakpoints (strikes) using market volatility and risk-free rate parameters.

·    For greenfield operating businesses in Thailand and Malaysia, the Company used a discounted cash flow method to determine the fair value, using projected revenue and expenses, terminal growth rate and weighted average cost of capital ('WACC') as key input parameters. For land held for sale by a greenfield operating business, the external valuer applied the comparable valuation method with the price per square metre as the parameter.

 

 

·    For the operating business valued using the discounted cash flow method, challenged the Company's assessment of the impact of the uncertain economic environment on cash flows and the reasonableness of key assumptions used including projected revenue and expenses by corroborating to past performance and market data.

 

·   Involved our in-house valuation specialist in assessing the appropriateness of comparable enterprises and challenging key assumptions such as the discount used for the lack of marketability, WACC, terminal growth rate, volatility and risk-free rate, taking into consideration economic uncertainty, and corroborated the reasons for any unexpected movements from prior valuations.

 

·     Reviewed the adequacy of the disclosures in the financial statements on the key assumptions in the estimates applied in the valuations.

 

 

Other information

 

Management is responsible for the other information contained in the annual report.  Other information is defined as all information in the annual report other than the financial statements and our auditors' report thereon.

 

We have obtained all other information prior to the date of this auditors' report.

 

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.  We have nothing to report in this regard.

 

Responsibilities of management and directors for the financial statements

 

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.

 

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

The directors' responsibilities include overseeing the Company's financial reporting process.

 

Auditors' responsibilities for the audit of the financial statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion.  Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.  Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

·      Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

 



 

·      Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal controls.

·      Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

·      Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.  Our conclusions are based on the audit evidence obtained up to the date of our auditors' report.  However, future events or conditions may cause the Company to cease to continue as a going concern.

 

·      Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.

 

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.  We describe these matters in our auditors' report unless the law or regulations preclude public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

The engagement partner on the audit resulting in this independent auditors' report is Shelley Chan Hoi Yi.

 

 

 

 

KPMG LLP

Public Accountants and

Chartered Accountants

 

Singapore

26 March 2024

Statement of financial position

As at 31 December 2023

 

 


Note

2023

2022


 

US$'000

US$'000

 




Non-current assets




Financial assets at fair value through profit or loss

4

372,655

478,226

Prepayment


*

*



372,655

478,226

Current assets




Other receivables and prepayments

5

70

82

Cash and cash equivalents

6

9,093

18,573



9,163

18,655

Total assets


381,818

496,881





Equity attributable to equity holders
of the Company




Share capital

7

409,704

409,704

(Accumulated losses)/Retained earnings


(28,311)

86,758

Total equity carried forward


381,393

496,462

 




Current liabilities




Other payables

8

425

419

Total liabilities


425

419

Total equity and liabilities


381,818

496,881

 




*     Less than US$1,000

 

The financial statements were approved by the Board of Directors on 26 March 2024.

 

 

 

 

 

 

────────────────────                     ────────────────────

Anil Thadani                                                      Sunil Chandiramani

Director                                                              Director

 

 

The accompanying notes form an integral part of these financial statements.

 

Statement of comprehensive income

Year ended 31 December 2023

 


Note

2023

2022



US$'000

US$'000





Other operating income


12,280

14,749

Other operating expenses


(1,441)

(5,395)

Management fees


(9,664)

(10,663)

Profit/(Loss) before investment results and income tax


1,175

(1,309)

Loss on disposal of financial assets at fair value through profit or loss


-

(1)

Fair value changes in financial assets at fair value
through profit or loss


(103,410)

8,902

(Loss)/Profit before income tax

9

(102,235)

7,592

Income tax expense

10

-

-

(Loss)/Profit for the year


(102,235)

7,592

Other comprehensive income for the year, net of tax


-

-

Total comprehensive income for the year


(102,235)

7,592





Earnings per share:



 



US Cents

US Cents





Basic

11

(19.91)

1.48

Diluted

11

(19.91)

1.48





 

 

The accompanying notes form an integral part of these financial statements.

Statement of changes in equity

Year ended 31 December 2023

 


Share
capital

Retained earnings/ (Accumulated losses)

Total
equity


US$'000

US$'000

US$'000





At 1 January 2022

409,704

79,151

488,855





Total comprehensive income for the year

-

7,592

7,592





Transaction with owners, recognised directly in equity




Contributions by and distributions to owners




Forfeiture of dividends paid in prior years

-

15

15

Total transactions with owners

-

15

15





At 31 December 2022

409,704

86,758

496,462





At 1 January 2023

409,704

86,758

496,462





Total comprehensive income for the year

-

(102,235)

(102,235)





Transaction with owners, recognised directly in equity




Contributions by and distributions to owners




Dividends declared and paid of US$0.025 per share

-

(12,834)

(12,834)

Total transactions with owners

-

(12,834)

(12,834)





At 31 December 2023

409,704

(28,311)

381,393





 

 

 

       The accompanying notes form an integral part of these financial statements.

 

            

Statement of cash flows

Year ended 31 December 2023

 

 

Note

2023

2022

 

 

US$'000

US$'000

Cash flows from operating activities




(Loss)/Profit before income tax


(102,235)

7,592

Adjustments for:




Dividend income


(11,864)

(14,500)

Exchange loss, net


337

4,313

Interest income


(416)

(249)

Loss on disposal of financial assets at fair value through profit or loss


-

1

Fair value changes in financial assets at fair value through profit or loss


103,410

(8,902)



(10,768)

(11,745)

Changes in:




-   Other receivables and prepayments


10

(5)

-   Other payables


4

100



(10,754)

(11,650)

Interest received


418

242

Net cash used in operating activities


(10,336)

(11,408)

 




Cash flows from investing activities




Net proceeds received from unconsolidated subsidiaries


13,691

21,613

Net cash from investing activities


13,691

21,613

 




Cash flows from financing activities




Dividend paid


(12,834)

-

Receipt from forfeiture of dividends paid in prior years


-

15

Net cash (used in)/from financing activities


(12,834)

15

 




Net (decrease)/increase in cash and cash equivalents


(9,479)

10,220

Cash and cash equivalents at 1 January


18,573

8,357

Effect of exchange rate fluctuations


(1)

(4)

Cash and cash equivalents at 31 December

6

9,093

18,573

 




Significant non-cash transactions

 

During the financial year ended 31 December 2023, the Company received dividends of US$11,864,000 (2022: US$14,500,000) from its unconsolidated subsidiaries of which US$11,864,000 (2022: US$14,500,000) was set off against the non-trade amounts due to the unconsolidated subsidiaries.

 

Notes to the financial statements

 

These notes form an integral part of the financial statements.

 

The financial statements were authorised for issue by the Board of Directors on 26 March 2024.

 

 

1           Domicile and activities

 

Symphony International Holdings Limited ('the Company') was incorporated in the British Virgin Islands ('BVI') on 5 January 2004 as a limited liability company under the International Business Companies Ordinance. The address of the Company's registered office is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110 British Virgin Islands effective 13 February 2017.  The Company does not have a principal place of business as the Company carries out its principal activities under the advice of its Investment Manager.

 

The principal activities of the Company are those relating to an investment holding company while those of its unconsolidated subsidiaries consist primarily of making strategic investments with the objective of increasing the net asset value through strategic long-term investments in consumer-related businesses, primarily in the healthcare, hospitality, lifestyle (including branded real estate developments), logistics, education and new economy sectors predominantly in Asia and through investments in special situations and structured transactions, which have the potential of generating attractive returns.

 

 

2           Basis of preparation

 

2.1           Statement of compliance

 

The financial statements have been prepared in accordance with IFRS Accounting Standards ('IFRS').

 

2.2           Basis of measurement

 

The financial statements have been prepared on a fair value basis, except for certain items which are measured on a historical cost basis. 

 

2.3           Functional and presentation currency

 

The financial statements are presented in United States dollars (US$'000), which is the Company's functional currency.  All financial information presented in United States dollars have been rounded to the nearest thousand, unless otherwise stated.

 

2.4           Use of estimates and judgements

 

The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions about the future, including climate-related risks and opportunities, that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.  Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent with the Company's risk management and climate-related commitments where appropriate.  Revisions to accounting estimates are recognised prospectively.

 

Information about assumptions and estimation uncertainties at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amounts of assets within the next financial year are included in the following note:

 

·   Note 15 - Fair value of investments

 

Except as disclosed above, there are no other significant areas of estimation uncertainty or critical judgements in the application of accounting policies that have a significant effect on the amount recognised in the financial statements.

 

Uncertain economic environment

 

The uncertain economic environment has increased the estimation uncertainty in developing significant accounting estimates, predominantly related to financial assets at fair value through profit or loss ('FVTPL').

 

The estimation uncertainty is associated with:

·    the extent and duration of the expected economic downturn and subsequent recovery. This includes the impacts on liquidity, increasing unemployment, declines in consumer spending and forecasts for key economic factors;

·    the extent and duration of the disruption to business arising from the expected economic downturn; and

·    the effectiveness of government and central bank measures that have and will be put in place to support businesses and consumers through this disruption and economic downturn.

 

The Company has developed accounting estimates based on forecasts of economic conditions which reflect expectations and assumptions as at 31 December 2023 about future events that management believes are reasonable in the circumstances.

 

There is a considerable degree of judgement involved in preparing forecasts. The underlying assumptions are also subject to uncertainties which are often outside the control of the Company. Accordingly, actual economic conditions are likely to be different from those forecast since anticipated events frequently do not occur as expected, and the effect of those differences may significantly impact accounting estimates included in these condensed financial statements.

 

The impact of the uncertain economic environment on financial assets at FVTPL is discussed further in Note 15.

 



 

2.5           Changes in accounting policies

 

New accounting standards and amendments 

 

The Company has applied the following IFRSs, amendments to and interpretations of IFRS for the first time for the annual period beginning on 1 January 2023:

 

·      IFRS 17: Insurance Contracts

·      Amendments to IAS 12: Deferred tax related to Assets and Liabilities arising from a Single Transaction

·      Amendments to IAS 12: International Tax Reform - Pillar Two Model Rules

·      Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies

·      Amendments to IAS 8: Definition of Accounting Estimates

 

Other than the below, the application of these amendments to accounting standards and interpretations did not have a material effect on the financial statements.

 

Global minimum top-up tax

 

The Amendments to IAS 12: International Tax Reform - Pillar Two Model Rules provide a temporary mandatory exception from deferred tax accounting for the top-up tax that may arise from the jurisdictional adoption of the Pillar Two model rules published by the Organisation for Economic Co-operation and Development, and require new disclosures about the Pillar Two tax exposure.

 

The mandatory exception is effective immediately and applies retrospectively. However, the amendments have no impact on the Company as the Company's revenue is less than EUR 750 million/year and it is not in scope of the Pillar Two model rules.

 

Material accounting policy information

 

The Company adopted Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies for the first time in 2023. Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting policy information disclosed in the financial statements.

 

The amendments require the disclosure of 'material', rather than 'significant', accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting policies, assisting entities to provide useful, entity-specific accounting policy information that users need to understand other information in the financial statements.

 

Management reviewed the accounting policies and made updates to the information disclosed in Note 3 Material accounting policies (2022: Significant accounting policies) in certain instances in line with the amendments.

 

 

3           Material accounting policies

 

The accounting policies set out below have been applied consistently to all period presented in these financial statements, except as explained in Note 2.5, which address changes in accounting policies.

3.1           Subsidiaries

 

Subsidiaries are investees controlled by the Company.  The Company controls an investee if it is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

 

The Company is an investment entity and does not consolidate its subsidiaries and measures them at fair value through profit or loss. In determining whether the Company meets the definition of an investment entity, management considered the structure of the Company and its subsidiaries as a whole in making its assessment.

 

3.2           Functional currency

 

Items included in the financial statements of the Company are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to the Company (the functional currency).

 

For the purposes of determining the functional currency of the Company, management has considered the activities of the Company, which are those relating to an investment holding company.  Funding is obtained in US dollars through the issuance of ordinary shares.

 

3.3           Foreign currency

 

Foreign currency transactions

 

Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the dates of the transactions.  Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year.

 

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction.

 

Foreign currency differences arising on translation are generally recognised in profit or loss.

 

3.4           Financial instruments

 

(i)             Recognition and initial measurement

 

Non-derivative financial assets and financial liabilities

 

Trade receivables and debt investments issued are initially recognised when they are originated.   All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument.

 

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue.  A trade receivable without a significant financing component is initially measured at the transaction price.

 

(ii)            Classification and subsequent measurement

 

Non-derivative financial assets

 

On initial recognition, a financial asset is classified as measured at: amortised cost; or FVTPL.

 

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

 

Financial assets at amortised cost

 

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

 

·    it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

·    its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

Financial assets at FVTPL

 

All financial assets not classified as measured at amortised cost as described above are measured at FVTPL.  On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

 

Financial assets: Business model assessment

 

The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. 

 

The information considered includes:

·    the stated policies and objectives for the portfolio and the operation of those policies in practice.  These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;

·    how the performance of the portfolio is evaluated and reported to the Company's management;

·    the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

·    how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and

·    the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

 

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Company's continuing recognition of the assets.

 

Financial assets that are held-for-trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

 

Non-derivative financial assets: Assessment whether contractual cash flows are solely payments of principal and interest

 

For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition.  'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

 

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument.  This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.  In making this assessment, the Company considers:

 

·    contingent events that would change the amount or timing of cash flows;

·    terms that may adjust the contractual coupon rate, including variable rate features;

·    prepayment and extension features; and

·    terms that limit the Company's claim to cash flows from specified assets (e.g. non-recourse features).

 

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable compensation for early termination of the contract.  Additionally, for a financial asset acquired at a significant discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

 

Non-derivative financial assets: Subsequent measurement and gains and losses

 

Financial assets at amortised cost

 

These assets are subsequently measured at amortised cost using the effective interest method. The gross carrying amount is reduced by impairment losses.  Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

 

 

 

Financial assets at FVTPL

 

These assets are subsequently measured at fair value.  Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

 

Non-derivative financial liabilities: Classification, subsequent measurement and gains and losses

 

Financial liabilities are classified as measured at amortised cost. Financial liabilities are initially measured at fair value less directly attributable transaction costs. They are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss.

 

(iii)           Derecognition

 

Financial assets

 

The Company derecognises a financial asset when:

 

·    the contractual rights to the cash flows from the financial asset expire; or

·    it transfers the rights to receive the contractual cash flows in a transaction in which either:

-    substantially all of the risks and rewards of ownership of the financial asset are transferred; or

-    the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

 

Transferred assets are not derecognised when the Company enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. 

 

Financial liabilities

 

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.  The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

 

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

 

(iv)           Offsetting

 

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

 

(v)            Cash and cash equivalents

 

Cash and cash equivalents comprise cash balances and short-term deposits with maturities of three months or less from the date of acquisition that are subject to an insignificant risk of changes in their fair value, and are used by the Company in the management of its short-term commitments. 

(vi)           Share capital

 

Ordinary shares

 

Ordinary shares are classified as equity.  Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12.

 

3.5           Impairment

 

(i)             Non-derivative financial assets

 

The Company recognises loss allowances for expected credit losses ('ECLs') on financial assets measured at amortised cost.

 

Loss allowances of the Company are measured on either of the following bases:

 

-     12-month ECLs: these are ECLs that result from default events that are possible within the 12 months after the reporting date (or for a shorter period if the expected life of the instrument is less than 12 months); or

-     Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.

 

General approach

 

The Company applies the general approach to provide for ECLs on all financial instruments.  Under the general approach, the loss allowance is measured at an amount equal to 12-month ECLs at initial recognition.

 

At each reporting date, the Company assesses whether the credit risk of a financial instrument has increased significantly since initial recognition.  When credit risk has increased significantly since initial recognition, loss allowance is measured at an amount equal to lifetime ECLs. 

 

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort.  This includes both quantitative and qualitative information and analysis, based on the Company's historical experience and informed credit assessment and includes forward-looking information.

 

If credit risk has not increased significantly since initial recognition or if the credit quality of the financial instruments improves such that there is no longer a significant increase in credit risk since initial recognition, loss allowance is measured at an amount equal to 12-month ECLs.

 

The Company considers a financial asset to be in default when:

-     the debtor is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realising security (if any is held); or

-     the financial asset is more than 90 days past due.

 

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

 

 

Measurement of ECLs

 

ECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive).  ECLs are discounted at the effective interest rate of the financial asset.

 

Credit-impaired financial assets

 

At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

 

Evidence that a financial asset is credit-impaired includes the following observable data:

 

-     significant financial difficulty of the debtor;

-     a breach of contract such as a default or being more than 90 days past due;

-     the restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise;

-     it is probable that the debtor will enter bankruptcy or other financial reorganisation; or

-     the disappearance of an active market for a security because of financial difficulties.

 

Presentation of allowance for ECLs in the statement of financial position

 

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of these assets.

 

Write-off

 

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery.  This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.  However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company's procedures for recovery of amounts due.

 

3.6           Dividend income

 

Dividend income is recognised in profit or loss on the date on which the Company's right to receive payment is established. For quoted equity securities, this is usually the ex-dividend date. For unquoted equity securities, this is usually the date on which the shareholders approve the payment of a dividend.

 

3.7           Finance income and finance costs

 

The Company's finance income and finance costs includes interest income and foreign currency gain or loss on financial assets and financial liabilities.

 

 

 

Interest income is recognised using the effective interest method. The 'effective interest rate' is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset.

 

In calculating interest income, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired).  However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset.  If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

 

3.8           Earnings per share

 

The Company presents basic and diluted earnings per share data for its ordinary shares.  Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held.  Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise share options granted to the Investment Manager.

 

3.9           Segment reporting

 

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components.  Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.  The chief operating decision maker has been identified as the Board of Directors of the Investment Manager that makes strategic investment decisions.

 

Segment results that are reported to the chief operating decision maker include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate expenses and other assets and payables.

 

3.10         New standards and interpretations not adopted

 

A number of new accounting standards and amendments to standards are effective for annual periods beginning after 1 January 2023 and earlier application is permitted. However, the Company has not early adopted the new or amended accounting standards in preparing these financial statements.

 

The following amendments to IFRSs are not expected to have a significant impact on the Company's financial statements.

 

·    Amendments to IAS 1: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants

·    Amendments to IAS 7 and IFRS 17: Supplier Finance Arrangements

·    Amendments to IFRS 16: Lease Liability in a Sale and Leaseback

·    Amendments to IAS 21: Lack of Exchangeability

 

 

 

4           Financial assets at fair value through profit or loss

 


Note

2023

2022



US$'000

US$'000





Investments

17

372,655

478,226





 

5           Other receivables and prepayments

 


 

2023

2022



US$'000

US$'000





Other prepayments


65

75

Interest and other receivables


5

7



70

82





 

6           Cash and cash equivalents

 


2023

2022


US$'000

US$'000




Fixed deposits with financial institutions and placements in money market funds

8,257

14,652

Cash at bank

836

3,921


9,093

18,573




The effective interest rate on fixed deposits with financial institutions as at 31 December 2023 ranged from 2.40% to 5.18% (2022: 0% to 4.25%) per annum.  Interest rates reprice at intervals of seven days to one month.

 

 

7           Share capital




2023

2022


Number of shares

Number of shares

Fully paid ordinary shares, with no par value:



At 1 January and 31 December

513,366,198




Share capital in the statement of financial position represents subscription proceeds received from, and the amount of liabilities capitalised through, the issuance of ordinary shares of no par value in the Company, less transaction costs directly attributable to equity transactions.

 

The Company does not have an authorised share capital and is authorised to issue an unlimited number of no par value shares.

 

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholder meetings of the Company.  All shares rank equally with regard to the Company's residual assets.

8           Other payables


 

2023

2022



US$'000

US$'000





Accrued operating expenses


425

419





 

9           (Loss)/Profit before income tax

 

(Loss)/Profit before income tax includes the following:

 


 

2023

2022



US$'000

US$'000

Other operating income




Dividend income


11,864

14,500

Interest income from fixed deposits and placements in money market fund


416

249



12,280

14,749





Other operating expenses




Audit fees paid to auditors of the Company and other firms affiliated with KPMG International Limited


351

326

Non-audit fees paid to auditors of the Company and other firms affiliated with KPMG International Limited


4

4

Exchange loss, net


337

4,313

Non-executive director remuneration


330

400





 

10         Income tax expense

 

The Company is incorporated in a tax-free jurisdiction, thus, it is not subject to income tax.

 

 

11         Earnings per share

 


 

2023

2022



US$'000

US$'000

Basic and diluted earnings per share are based on:




(Loss)/Profit for the year attributable to ordinary shareholders


(102,235)

7,592





 

 

 

 

 

 

 

 

Basic and diluted earnings per share

 


 

Number of shares

2023

Number of shares

2022





Issued ordinary shares at 1 January and 31 December


513,366,198

513,366,198





Weighted average number of shares (basic and diluted)


513,366,198

513,366,198

 

At 31 December 2023 and 31 December 2022, there were no outstanding share options to subscribe for ordinary shares of no par value.

 

 

12         Significant related party transactions

 

Dividend income

 

During the financial year ended 31 December 2023, the Company recognised dividend income from its unconsolidated subsidiaries amounting to US$11,864,000 (2022: US$14,500,000).

 

Key management personnel compensation

 

Key management personnel of the Company are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company.

 

During the financial year, directors' fees amounting to US$330,000 (2022: US$400,000) were declared as payable to four directors (2022: four directors) of the Company.  The remaining two directors of the Company are also directors of the Investment Manager who provides management and administrative services to the Company on an exclusive and discretionary basis.  No remuneration has been paid to these directors as the cost of their services form part of the Investment Manager's remuneration.

 

Other related party transactions

 

On 10 July 2007, the Company entered into an Investment Management and Advisory Agreement with Symphony Investment Managers Limited ('SIMgL') pursuant to which SIMgL would provide investment management and advisory services exclusively to the Company. On 15 October 2015, SIMgL was replaced by Symphony Asia Holdings Pte. Ltd. ('SAHPL') (with SAHPL and SIMgL, as the case may be, hereinafter referred to as the "Investment Manager"). The Company entered into an Investment Management Agreement with SAHPL, which replaced the Investment Management and Advisory Agreement (as the case may be, hereinafter referred to as the "Investment Management Agreement"). The key persons of the management team of the Investment Manager comprise certain key management personnel engaged by the Investment Manager pursuant to arrangements agreed between the parties.  They will (subject to certain existing commitments) devote substantially all of their business time as employees, and on behalf of the Investment Management Group, to assist the Investment Manager in its fulfilment of the investment objectives of the Company and be involved in the management of the business activities of the Investment Management Group. Pursuant to the Investment Management Agreement, the Investment Manager is entitled to the following forms of remuneration for the investment management and advisory services rendered.

a.     Management fees

 

Management fees of 2.25% per annum of the net asset value, payable quarterly in advance on the first day of each quarter, based on the net asset value of the previous quarter end. The management fees payable will be subject to a maximum amount of US$15,000,000 (2022: US$15,000,000) per annum. A minimum amount of US$6,000,000 (2022: US$6,000,000) per annum was removed in September 2023 following the Company's adoption of a new strategy.

 

In 2023, Management fees amounting to US$9,664,000 (2022: US$10,663,000) have been paid to the Investment Manager and recognised in the financial statements.

 

b.     Management shares

 

The Company did not issue any management shares during the year.  At the reporting date, an aggregate of 10,298,725 (2022: 10,298,725) management shares had been issued, credited as fully paid to the Investment Manager.

 

c.     Share options

 

There were no share options outstanding as at 31 December 2023 and at 31 December 2022.

 

The share options granted on 3 August 2008 expired on 3 August 2018. The share options granted on 22 October 2012 have been fully exercised. These share options cannot be reissued to the Investment Manager.

 

Other than as disclosed elsewhere in the financial statements, there were no other significant related party transactions during the financial year.

 

 

13         Commitments

 

In September 2008, the Company entered into a loan agreement with a joint venture, held via its unconsolidated subsidiary, to grant loans totaling THB140,000,000. As at 31 December 2022, US$3,467,000 (THB120,000,000) had been drawn down. The Company had committed to grant the remaining loan amounting to US$578,000 (THB20,000,000) at 31 December 2022, subject to terms set out in the agreement. In 2023, the Company sold its interest in the joint venture, including any loans, and all commitments were subsequently terminated.

 

The Company has committed to subscribe to Good Capital Fund I for an amount less than 1% of the net asset value as at 31 December 2023.  Approximately 86.49% of this commitment had been funded as at 31 December 2023 with 13.51% of the commitment subject to be called.

 

The Company has committed to subscribe to Good Capital Fund II for an amount less than 1% of the net asset value as at 31 December 2023.  Approximately 21.50% of this commitment had been funded as at 31 December 2023 with 78.50% of the commitment subject to be called.

 

The Company committed to incremental funding in Mavi Holding Pte. Ltd. that is subject to certain milestones being achieved. The total remaining contingent commitment amounts aggregate to less than 1% of the net asset value as at 31 December 2023.

 

In the general interests of the Company and its unconsolidated subsidiaries, it is the Company's current policy to provide such financial and other support to its group of companies to enable them to continue to trade and to meet liabilities as they fall due.

 

14         Operating segments

 

The Company has investment segments, as described below.  Investment segments are reported to the Board of Directors of Symphony Asia Holdings Pte. Ltd., the Investment Manager, who review this information on a regular basis. 

 

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

 

Business activities which do not meet the definition of an operating segment have been reported in the reconciliations of total reportable segment amounts to the financial statements.

 

The following summary describes the investments in each of the Company's reportable segments.

 



Healthcare

Includes investments in ASG Hospital Private Limited (ASG) and Soothe Healthcare Private Limited (Soothe)



Hospitality

Minor International Public Company Limited (MINT)



Education

Includes investments in WCIB International Co. Ltd. (WCIB) and Creative Technology Solutions DMCC (CTS)



Lifestyle

Includes investments in Chanintr Living Ltd. (Chanintr), Wine Connection Group (WCG) and Liaigre Group (Liaigre)



Lifestyle/Real estate

Includes investments in Minuet Ltd, SG Land Co. Ltd., a property joint venture in Niseko, Hokkaido, Japan, Desaru Peace Holdings Sdn Bhd and Isprava Vesta Private Limited (Isprava)



Logistics

Indo Trans Logistics Corporation (ITL)



New economy

Includes Smarten Spaces Pte. Ltd. (Smarten), Good Capital Partners, Good Capital Fund I and Good Capital Fund II (collectively, Good Capital), August Jewellery Private Limited (Melorra), Kieraya Furnishing Solutions Private Limited (Furlenco), Catbus Infolabs Private Limited (Blowhorn), Meesho Inc. (Meesho), SolarSquare Energy Private Limited (Solar Square), Mavi Holding Pte. Ltd. (Mavi) and Epic Games, Inc.



Cash and temporary investments

Includes government securities or other investment grade securities, liquid investments which are managed by third party investment managers of international repute, and deposits placed with commercial banks




Information regarding the results of each reportable segment is included below:

 


Healthcare

Hospitality

Education

Lifestyle

Lifestyle/
Real estate

Logistics

Cash and temporary investments

New Economy

Total


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

31 December 2023










Investment income










-  Dividend income

-

9,640

2,224

-

-

-

-

-

11,864

-  Interest income

-

-

-

-

-

-

416

-

416


-

9,640

2,224

-

-

-

416

-

12,280











Fair value changes of financial assets at fair value through profit or loss

6,747

(13,187)

1,947

(10,740)

(3,452)

(70,833)

-

(13,892)

(103,410)

Exchange loss, net

2

*

(1)

1,231

(1,573)

1

(4)

7

(337)


6,749

(13,187)

1,946

(9,509)

(5,025)

(70,832)

(4)

(13,885)

(103,747)











Net investment results

6,749

(3,547)

4,170

(9,509)

(5,025)

(70,832)

412

(13,885)

(91,467)











31 December 2022










Investment income










-  Dividend income

-

5,995

-

-

7,495

-

1,010

-

14,500

-  Interest income

-

-

-

-

-

-

249

-

249


-

5,995

-

-

7,495

-

1,259

-

14,749











Fair value changes of financial assets at fair value through profit or loss

12,183

665

(5,869)

4,999

(12,453)

8,240

(1,028)

2,165

8,902


12,183

665

(5,869)

4,999

(12,453)

8,240

(1,028)

2,165

8,902











Loss on disposal of financial assets at fair value through profit or loss

-

-

-

-

-

-

(1)

-

(1)

Exchange loss, net

1

-

1

(2,435)

(1,900)

1

15

4

(4,313)


1

-

1

(2,435)

(1,900)

1

14

4

(4,314)











Net investment results

12,184

6,660

(5,868)

2,564

(6,858)

8,241

245

2,169

19,337











31 December 2023










Segment assets

59,561

52,948

14,806

36,838

97,148

74,595

9,093

36,759

381,748











Segment liabilities

-

-

-

-

-

-

-

-

-











31 December 2022










Segment assets

52,117

66,135

12,185

56,031

92,870

152,262

18,574

46,625

496,799











Segment liabilities

-

-

-

-

-

-

-

-

-

 










*   Less than US$1,000


The reportable operating segments derive their revenue primarily by achieving returns, consisting of dividend income, interest income and appreciation of fair value. The Company does not monitor the performance of these investments by measure of profit or loss.

 

Reconciliations of reportable segment profit or loss and assets

 



2023

2022

 


US$'000

US$'000

 



 

Profit or loss




Net investments results


(91,467)

19,337

Unallocated amounts:




-   Management fees


(9,664)

(10,663)

-   Non-executive director remuneration


(330)

(400)

-   General operating expenses


(774)

(682)

(Loss)/Profit for the year


(102,235)

7,592

 




Assets




Total assets for reportable segments


381,748

496,799

Other assets


70

82

Total assets


381,818

496,881





Liabilities




Total liabilities for reportable segments


-

-

Other payables


425

419

Total liabilities


425

419





Geographical information

 

In presenting information on the basis of geographical information, investment income, comprising dividend income from investments, and fair value changes of financial assets at FVTPL are based on the geographical location of the underlying investment.  Assets are based on the principal geographical location of the assets or the operations of the underlying investments.  None of the underlying investments which generate revenue or assets are located in the Company's country of incorporation, BVI.

 


Singapore

Malaysia

Thailand

Japan

Mauritius

Vietnam

India

Others

Total


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

2023










Investment income:










-  Dividend income

-

-

-

-

9,640

-

-

2,224

11,864

-  Interest income

416

-

-

-

-

-

-

*

416


416

-

-

-

9,640

-

-

2,224

12,280











Fair value changes of financial assets at fair value through profit or loss

4

(1,384)

(9,206)

(1,533)

-

(70,833)

(7,566)

(12,892)

(103,410)

Exchange loss, net

21

-

-

-

*

-

-

(358)

(337)


25

(1,384)

(9,206)

(1,533)

*

(70,833)

(7,566)

(13,250)

(103,747)











Net investment results

441

(1,384)

(9,206)

(1,533)

9,640

(70,833)

(7,566)

(11,026)

(91,467)











*      Less than US$1,000.



Singapore

Malaysia

Thailand

Japan

Mauritius

Vietnam

India

Others

Total


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

2022










Investment income:










-  Dividend income

-

-

-

-

5,995

-

-

8,505

14,500

-  Interest income

249

-

-

-

-

-

-

*

249


249

-

-

-

5,995

-

-

8,505

14,749











Fair value changes of financial assets at fair value through profit or loss

5

4,321

(17,742)

(2,891)

-

8,239

14,337

2,633

8,902

Loss on disposal of financial assets at fair value through profit or loss

-

-

-

-

-

-

-

(1)

(1)

Exchange loss, net

13

-

-

-

*

-

-

(4,326)

(4,313)


18

4,321

(17,742)

(2,891)

*

8,239

14,337

(1,694)

4,588











Net investment results

267

4,321

(17,742)

(2,891)

5,995

8,239

14,337

6,811

19,337











 


Singapore

Malaysia

Thailand

Japan

Mauritius

Vietnam

India

Others

Total


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

2023










Segment assets

13,354

27,110

116,665

16,584

562

74,605

102,549

30,319

381,748











Segment liabilities

-

-

-

-

-

-


-

-











2022










Segment assets

18,538

30,499

135,389

17,659

644

152,255

97,499

44,316

496,799











Segment liabilities

-

-

-

-

-

-


-

-

 

*      Less than US$1,000.

 

 

15         Financial risk management

 

The Company's financial assets comprise mainly financial assets at fair value through profit or loss, other receivables, and cash and cash equivalents.  The Company's financial liabilities comprise other payables.  Exposure to credit, price, interest rate, foreign currency and liquidity risks arises in the normal course of the Company's business.

 

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework.  The Company's risk management policies are established to identify and analyse the risks faced by the Company and to set appropriate controls.  Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.

 

Credit risk

 

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

 

Investments in the form of advances are made to investee companies which are of acceptable credit risk. Credit risk exposure on the investment portfolio is managed on an asset-specific basis by the Investment Manager.



 

The Company held cash and cash equivalents of US$9,093,000 as at 31 December 2023 (2022: US$18,573,000). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated Aa1 to A1, based on Moody's/TRIS/Standard & Poor's ratings.

 

Loss allowance on cash and cash equivalents has been measured on the 12-month expected loss basis and reflects the short maturities of the exposures. The Company considers that its cash and cash equivalents have low credit risk based on external credit ratings of the counterparties. The expected credit loss on cash and cash equivalents was negligible, and no loss allowance was recognised on cash and cash equivalents.

 

At the reporting date, there was no significant concentration of credit risk.  The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position.

 

Market risk

 

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity prices will affect the Company's income or the value of its holdings of financial instruments.  The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

 

Interest rate risk

 

The Company's exposure to changes in interest rates relates primarily to its interest-earning fixed deposits placed with financial institutions.  The Company's fixed rate financial assets and liabilities are exposed to a risk of change in their fair value due to changes in interest rates while the variable-rate financial assets and liabilities are exposed to a risk of change in cash flows due to changes in interest rates.  The Company does not enter into derivative financial instruments to hedge against its exposure to interest rate risk.

 

Sensitivity analysis

 

A 100 basis point ('bp') move in interest rate against the following financial assets and financial liabilities at the reporting date would increase/(decrease) profit or loss by the amounts shown below.  The analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

 


Impact on

Profit or loss

Impact on

Profit or loss


100 bp
increase

100 bp
decrease

100 bp
increase

100 bp
decrease


2023

2023

2022

2022


US$'000

US$'000

US$'000

US$'000

Deposits with financial institutions

83

(83)

147

(147)








 

Foreign exchange risk

 

The Company is exposed to transactional foreign exchange risk when transactions are denominated in currencies other than the functional currency of the operation. The Company does not enter into derivative financial instruments to hedge its exposure to any foreign currencies as the currency position in these currencies is considered to be long-term in nature and foreign exchange risk is an integral part of the Company's investment decision and returns.

 

The Company's exposure, in US dollar equivalent, to foreign currency risk on other financial instruments was as follows:

 


Euro

Japanese
Yen

Thai

Baht

Singapore Dollar

Indian

Rupee

Others


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

2023







Financial assets at fair value through profit or loss

29,893

16,585

58,462

42,907

17,822

1

Other receivables

-

-

-

*

-

-

Cash and cash equivalents

-

-

-

37

-

13

Accrued operating expenses

-

-

-

(384)

-

(11)

Net exposure

29,893

16,585

58,462

42,560

17,822

3








2022







Financial assets at fair value through profit or loss

41,858

17,660

55,542

34,540

19,934

1,361

Other receivables

-

-

-

*

-

-

Cash and cash equivalents

-

-

-

25

-

14

Accrued operating expenses

-

-

-

(358)

-

(9)

Net exposure

41,858

17,660

55,542

34,207

19,934

1,366








Sensitivity analysis

 

A 10% strengthening of the US dollar against the following currencies at the reporting date would have (decreased)/increased profit or loss by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Company considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant.

 


 

Profit or loss



2023

2022

 


US$'000

US$'000





Euro


(2,989)

(4,186)

Japanese Yen


(1,659)

(1,766)

Thai Baht


(5,846)

(5,554)

Singapore Dollar


(4,256)

(3,421)

Indian Rupee


(1,782)

(1,993)

Others






A 10% weakening of the US dollar against the above currencies would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

 

*   Less than US$1,000

Price risk

 

The valuation of the Company's investment portfolio is dependent on prevailing market conditions and the performance of the underlying assets.  The Company does not hedge the market risk inherent in the portfolio but manages asset performance risk on an asset-specific basis.

 

The Company's investment policies provide that the Company invests a majority of capital in longer-term strategic investments and a portion in special situations and structured transactions.  Investment decisions are made by management on the advice of the Investment Manager.

 

Sensitivity analysis

 

All of the Company's underlying investments that are quoted equity investments are listed on The Stock Exchange of Thailand.  A 10% increase in the price of the equity securities at the reporting date would increase profit or loss after tax by the amounts shown below.  This analysis assumes that all other variables remain constant.

 


 

Profit or loss



2023

2022

 


US$'000

US$'000

Underlying investments in quoted equity securities at fair value through profit or loss






A 10% decrease in the price of the equity securities would have had the equal but opposite effect on the above quoted equity investments to the amounts shown above, on the basis that all other variables remain constant.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.

 

The Company's objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

 

The Company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by the Investment Manager to finance the Company's operations and to mitigate the effects of fluctuations in cash flows.  Funds not invested in longer-term strategic investments or investments in special situations and structured transactions are temporarily invested in liquid investments and managed by a third-party manager of international repute, or held on deposit with commercial banks. The Company, through its wholly owned subsidiaries, also holds listed securities amounting to US$52,545,000 (2022: US$65,666,000). These listed securities are liquid and can therefore be sold from time-to-time to generate additional cash to settle any existing and ongoing liabilities of the Company.



 

The following are the remaining contractual maturities of financial liabilities. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements:

 

 

 

 

Cash flows

 

Carrying amount

 

Contractual
cash flows

Within
1 year


US$'000

 

US$'000

US$'000

2023





Non-derivative financial liabilities





Other payables

425


(425)

(425)

 





2022





Non-derivative financial liabilities





Other payables

419


(419)

(419)

 





Capital management

 

The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.  Capital consists of total equity.  The Company seeks to maintain a balance between higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. 

 

The Company is not subject to externally imposed capital requirements. There were no changes in the Company's approach to capital management during the year.

 

Accounting classification and fair values

 

The carrying amounts and fair values of financial assets and financial liabilities are as follows. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

 


 

Carrying amount

 


Note

Fair value through
profit or loss

Amortised cost

Other financial liabilities

Total

Fair value

 

 

US$'000

US$'000

US$'000

US$'000

US$'000

2023


 

 

 

 

 

Financial assets measured at fair value







Financial assets at fair value through profit or loss

4

372,655

-

-

372,655

372,655

 







Financial assets not measured at fair value







Other receivables1

5

-

5

-

5


Cash and cash equivalents

6

-

9,093

-

9,093




372,655

9,098

-

381,753









Financial liabilities not measured at fair value







Other payables

8

-

-

(425)

(425)


 

1       Excludes prepayments









 

Carrying amount

 


Note

Fair value through
profit or loss

Amortised cost

Other financial liabilities

Total

Fair value

 

 

US$'000

US$'000

US$'000

US$'000

US$'000

2022


 

 

 

 

 

Financial assets measured at fair value







Financial assets at fair value through profit or loss

4

478,226

-

-

478,226

478,226

 







Financial assets not measured at fair value







Other receivables1

5

-

7

-

7


Cash and cash equivalents

6

-

18,573

-

18,573




478,226

18,580

-

496,806









Financial liabilities not measured at fair value







Other payables

8

-

-

(419)

(419)


 







1       Excludes prepayments

 

Fair value

 

The financial assets at fair value through profit or loss are measured using the adjusted net asset value method, which is based on the fair value of the underlying investments.  The fair values of the underlying investments are determined based on the following methods:

 

i)     for quoted equity investments, based on quoted market bid prices at the financial reporting date without any deduction for transaction costs;

 

ii)    for unquoted investments, with reference to the enterprise value at which the portfolio company could be sold in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale, and is determined by using valuation techniques such as (a) market multiple approach that uses a specific financial or operational measure that is believed to be customary in the relevant industry, (b) price of recent investment, or offers for investment, for the portfolio company's securities, (c) current value of publicly traded comparable companies, (d) comparable recent arms' length transactions between knowledgeable parties, and (e) discounted cash flows analysis; and

 

iii)   for financial assets and liabilities with a maturity of less than one year or which reprice frequently (including other receivables, cash and cash equivalents and other payables) the notional amounts are assumed to approximate their fair values because of the short period to maturity/repricing.



 

The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date.

 

Fair value hierarchy for financial instruments

 

The table below analyses financial instruments carried at fair value, by valuation method.  The different levels have been defined as follows:

 

·    Level 1:     Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.

 

·    Level 2:     Inputs other than quoted prices included within Level 1 that are observable, either directly (i.e. as prices) or indirectly (i.e. derived from prices).  This category includes instruments valued using:  quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are not considered active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.

 

·    Level 3:     Inputs that are unobservable.  This category includes all instruments for which the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instruments' valuation.  This category includes instruments that are valued based on quoted prices for similar instruments but for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

 

 

Level 1

Level 2

Level 3

Total

 

US$'000

US$'000

US$'000

US$'000

2023





Financial assets at fair value through profit or loss

-

-

372,655

372,655






2022





Financial assets at fair value through profit or loss

-

-

478,226

478,226






As explained in Note 3.1, the Company qualifies as an investment entity and therefore does not consolidate its subsidiaries. Accordingly, the fair value levelling reflects the fair value of the unconsolidated subsidiaries and not the underlying equity investments.  There were no transfers from Level 1 to Level 2 or Level 3 and vice versa during the years ended 31 December 2023 and 2022.

 

The fair value hierarchy table excludes financial assets and financial liabilities such as cash and cash equivalents, other receivables and other payables because their carrying amounts approximate their fair values due to their short-term period to maturity/repricing.



 

Level 3 valuations

 

The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy.

 

 

2023

2022

 

Financial assets at fair value through profit or loss


US$'000

US$'000




Balance at 1 January

478,226

480,755

Fair value changes in profit or loss

(103,410)

8,902

Net repayment from unconsolidated subsidiaries

(2,161)

(12,942)

Net additions

-

1,511

Balance at 31 December

372,655

478,226




Significant unobservable inputs used in measuring fair value

 

The table below sets out information about significant unobservable inputs used at 31 December 2023 in measuring the underlying investments of the financial assets categorised as Level 3 in the fair value hierarchy excluding investments purchased during the year that are valued at transaction prices as they are reasonable approximation of fair values and ultimate investments in listed entities.

 

Description

Fair value
at 31 December
2023

US$'000

Fair value
at 31 December
2022

US$'000

Valuation technique

Unobservable input

Range (Weighted average)

Sensitivity
to changes in significant unobservable inputs


 

 

 

 

 

 

Rental properties

-

2,429

Income

approach

Rental growth rate

 

 

Occupancy rate

 

 

 

Discount rate

N/A
(
2022:
-0.7% - 2.0%)

N/A 
(
2022:

15% - 51%)

 

N/A
(
2022: 13% - 13.5%)

The estimated fair value would increase if the rental growth rate and occupancy rate were higher, and the discount rate was lower.








Land related investments

58,938

59,941

Comparable valuation

method

Price per square meter for comparable land

US$427 - US$7,516 per square meter (2022: US$379 - US$7,032 per square meter)

 

The estimated fair value would increase if the price per square meter was higher.

 



 

Description

Fair value
at 31 December
2023

US$'000

Fair value
at 31 December
2022

US$'000

Valuation technique

Unobservable input

Range (Weighted average)

Sensitivity
to changes in significant unobservable inputs


 

 

 

 

 

 

Operating business

187,031

292,350

Enterprise

value using comparable traded multiples

EBITDA

multiple (times)

3.6x - 35.2x, median 9.3x (2022: 0.3x - 33.4x, median 7.7x)

The estimated fair value would increase if the EBITDA multiple was higher.










Revenue multiple (times)

0.3x - 10.5x, median 3.4x

(2022: 0.6x - 12.5x, median 5.9x)

The estimated fair value would increase if the revenue multiple was higher.










Discount for

lack of marketability ('DLOM')

25%
(2022: 25%)

The estimated fair value would increase if the discount for lack of marketability was lower.




Option

pricing model*

Volatility

29.8% - 65.5%
(
2022: 23,4% - 54.2%)

The estimated fair value would increase or decrease if the volatility was higher depending on factors specific to the investment.




 

 

 

 




 

Risk-free rate

3.7% - 6.8%
(
2022: 4.5% - 7.0%)

The estimated fair value would increase or decrease if risk-free rate was lower depending on factors specific to the investment.








Greenfield business held for more than 12-months

41,916

41,325

Discounted cashflow

method

Revenue growth

 

 

Expense ratio

 

 

 

WACC

2.8% - 96.5%  

(2022: 1.0% - 26.9)

 

59.0% - 84.9%  

(2022: 57.9% - 87.8%)

 

11.3% - 15.5%

(2022: 14.7% -16.3%)

The estimated fair value would increase if the revenue growth increases, expenses ratio decreases, and WACC was lower.











Comparable valuation

method

Price per square meter

US$260 -
US$498 per square meter

The estimated fair value would increase if the price per square meter was higher.








*        The option pricing model is used as a secondary valuation technique for certain investments to allocate equity value where the capital structure of the investment consists of instruments with significantly different rights/terms.

 

The rental growth rate represents the growth in rental income during the leasehold period while the occupancy rates represent the percentage of the building that is expected to be occupied during the leasehold period. Management adopt a valuation report produced by an independent valuer that determines the rental growth rate and occupancy rate after considering the current market conditions and comparable occupancy rates for similar buildings in the same area.

The discount rate is related to the current yield on long-term government bonds plus a risk premium to reflect the additional risk of investing in the subject properties.  Management adopt a valuation report produced by an independent valuer that determines the discount based on the independent valuer's judgement after considering current market rates.

 

The comparable recent sales represent the recent sales prices of properties that are similar to the investee companies' properties, which are in the same area.  Management adopt a valuation report produced by an independent valuer to determine the value per square meter based on the average recent sales prices.

 

The EBITDA multiple represents the amount that market participants would use when pricing investments.  The EBITDA multiple is selected from comparable public companies with similar business as the underlying investment.  Management obtains the median EBITDA multiple from the comparable companies and applies the multiple to the EBITDA of the underlying investment.  In some instances, Management obtains the lower or upper quartile multiple from comparable companies and applies the multiple to the EBITDA of the underlying investment to reflect more accurately the value of the underlying investment in the circumstances. The amount is further discounted for considerations such as lack of marketability.

 

The revenue multiple represents the amount that market participants would use when pricing investments.  The revenue multiple is selected from comparable public companies with similar business as the underlying investment. Management obtains the median revenue multiple from the comparable companies and applies the multiple to the revenue of the underlying investment.  The amount is further discounted for considerations such as lack of marketability.

 

The discount for lack of marketability represents the discount applied to the comparable market multiples to reflect the illiquidity of the investee relative to the comparable peer group.  Management determines the discount for lack of marketability based on its judgement after considering market liquidity conditions and company-specific factors.

 

The option pricing model uses distribution allocation for each equity instrument at different valuation breakpoints, taking into consideration the different rights / terms of each instrument. An option pricing computation is done using a Black Scholes Model at different valuation breakpoints (strikes) using market volatility and risk-free rate parameters. Where a recent transaction price for an identical or similar instrument is available, it is used as the basis for fair value.

 

During the year ended 31 December 2023, two investments that previously used a recent transaction price as a basis for fair value in the option pricing model had used the revenue multiple technique as the basis for fair value in the current year as there were no recent transactions.

 

The revenue growth represents the growth in sales of the underlying business and is based on the operating management team's judgement on the change of various revenue drivers related to the business from year-to-year. The expense ratio is based on the judgement of the operating management team after evaluating the expense ratio of comparable businesses and is a key component in deriving EBITDA and free cash flow for the greenfield business. The free cashflow is discounted at the WACC to derive the enterprise value of the greenfield business. Net debt is then deducted to arrive at an equity value for the business. WACC is derived after adopting independent market quotes or reputable published research-based inputs for the risk-free rate, market risk premium, small cap premium and cost of debt.

 

The investment entity approach requires the presentation and fair value measurement of immediate investments; the shares of intermediate holding companies are not listed.  However, ultimate investments in listed entities amounting to US$52,545,000 (2022: US$65,666,000) are held through intermediate holding companies; the value of these companies are mainly determined by the fair values of the ultimate investments.

 

Sensitivity analysis

 

Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value.  For fair value measurements in Level 3 assets, changing one or more of the assumptions used to reasonably possible alternative assumptions would have effects on the profit or loss by the amounts shown below. The effect of the uncertain economic environment has meant that the range of reasonably possible changes is wider than in periods of stability.

 

 

‹------------- 2023 ------------›

‹------------- 2022 -------------›

 

Effect on profit or loss

Effect on profit or loss

 

Favourable

(Unfavourable)

Favourable

(Unfavourable)

 

US$'000

US$'000

US$'000

US$'000






Level 3 assets

98,293

(67,782)

114,517

(83,076)






The favourable and unfavourable effects of using reasonably possible alternative assumptions have been calculated by recalibrating the valuation model using a range of different values.

 

For rental properties, the projected rental rates and occupancy levels were increased by 10% (2022: 10%) for the favourable scenario and reduced by 10% (2022: 10%) for the unfavourable scenario.  The discount rate used to calculate the present value of future cash flows was also decreased by 2% (2022: 2%) for the favourable case and increased by 2% (2022: 2%) for the unfavourable case compared to the discount rate used in the year-end valuation.

 

For land related investments (except those held for less than 12-months where cost represents the most reliable estimate of fair value in the absence of significant developments since the transaction), which are valued on comparable transaction basis by third party valuation consultants, the fair value of the land is increased by 20% (2022: 20%) in the favourable scenario and reduced by 20% (2022: 20%) in the unfavourable scenario.

 

For operating businesses (except those where a last transacted price exists within the past 12-months that provides the basis for fair value) that are valued on a trading comparable basis using enterprise value to EBITDA or revenue, EBITDA or revenue is increased by 20% (2022: 20%) and decreased by 20% (2022: 20%), and DLOM is decreased by 5% (2022: 5%) and increased by 5% (2022: 5%) in the favourable and unfavourable scenarios respectively.

 

In the option pricing model sensitivity analysis, the change in risk-free rate and volatility results in different outcomes for each investment. An increase in risk-free rate and volatility may have a favourable or unfavourable impact and vice versa. This is a result of multiple factors including cumulative impact of two variables (risk-free rate, volatility) being changed simultaneously after taking into account variations in investment specific input variables, such as time to expiry, capital structure and the liquidation preference related to securities. The volatility is adjusted by 10% (2022: 10%) and the risk-free rate is adjusted by 2% (2022: 2%) to arrive at the favourable and unfavourable scenario depending on factors specific to each investment.

 

For greenfield businesses (except those where a last transacted price exists within the past 12-months) that are valued using a discounted cashflow, the revenue growth rate is increased by 2% (2022: 2%), the expense ratio rate is decreased by 10% (2022: 10%) and the WACC is reduced by 2% (2022: 2%) in the favourable scenario. Conversely, in the unfavourable scenario, the revenue growth rate is reduced by 2% (2022: 2%), the expense ratio rate is increased by 10% (2022: 10%) and the WACC is increased by 2% (2022: 2%).

 

 

16         Unconsolidated subsidiaries

 

Details of the unconsolidated subsidiaries of the Company are as follows:

 

 

 

Place of

 

 

 

incorporation

Equity interest

Name of subsidiary

Principal activities

and business

2023

2022

 

 

 

%

%






Symphony (Mint) Investment Limited

Investment holding

Mauritius

100

100






Lennon Holdings Limited
and its subsidiary:

Investment holding

Mauritius

100

100






    Britten Holdings Pte. Ltd.

Investment holding

Singapore

100

100






Gabrieli Holdings Limited
and its subsidiaries:

Investment holding

British Virgin Islands

100

100






    Ravel Holdings Pte. Ltd. and its subsidiaries:

Investment holding

Singapore

100

100






        Schubert Holdings Pte. Ltd.

Investment holding

Singapore

100

100






        Haydn Holdings Pte. Ltd.

Investment holding

Singapore

100

100






        Thai Education Holdings Pte.   Ltd.

Investment holding

Singapore

100

100






Maurizio Holdings Limited
and its subsidiary:

Investment holding

British Virgin Islands

100

100






       Groupe CL Pte. Ltd.

Investment holding

Singapore

100

100






Anshil Limited

Investment holding

British Virgin Islands

100

100






Buble Holdings Limited

Investment holding

British Virgin Islands

100

100






O'Sullivan Holdings Limited and its subsidiary:

Investment holding

British Virgin Islands

100

100






      Bacharach Holdings Limited

Investment holding

British Virgin Islands

100

100






Schumann Holdings Limited

Investment holding

British Virgin Islands

100

100






Dynamic Idea Investments Limited

Investment holding

British Virgin Islands

100

100


 

 

Place of

 

 

 

incorporation

Equity interest

Name of subsidiary

Principal activities

and business

2023

2022

 

 

 

%

%






Symphony Logistics Pte. Ltd.

Investment holding

Singapore

100

100






Eagles Holdings Pte. Ltd.

Investment holding

Singapore

83.33

83.33






Stravinsky Holdings Pte. Ltd.

Investment holding

Singapore

100

100






Alhambra Holdings Limited

Investment holding

United Arab Emirates

100

100






Shadows Holdings Pte. Ltd.

Investment holding

Singapore

66.65

66.65






Symphonic Spaces Pte. Ltd.

Investment holding

Singapore

100

100






Wynton Holdings Pte. Ltd.

Investment holding

Singapore

100

100






Shomee Holdings Pte. Ltd.

Investment holding

Singapore

100

100






Symphony Luxre Holdings Pte. Ltd.

Investment holding

Singapore

100

100






Symphony Assure Pte. Ltd.

Investment holding

Singapore

100

100

 

 

17         Underlying investments

 

Details of the underlying investments in unquoted equities of the Company are as follows:

 

 







 

Place of

Ordinary shares

Preference shares

 

Principal

incorporation

Equity interest

Equity interest

Name

activities

and business

2023

2022

2023

2022

 

 

 

%

%

%

%








La Finta Limited1

Property development

Thailand

49

49

-

-








Minuet Limited1

Property development and land holding

Thailand

49.98

49.98

-

-








SG Land Co. Limited1

Commercial real estate

Thailand

-

49.94

-

-








Chanintr Living
Limited2

Distribution of furniture

Thailand

49.90

49.90

-

-








Chanintr Living (Thailand) Limited

Distribution and retail of furniture and home decorations

Thailand

24.45

24.45

-

-








Chanintr Living Pte Ltd

Distribution and retail of furniture and home

decorations

Singapore

49.90

49.90

-

-








1    Joint venture

2    Associate

 

 



Place of

Ordinary shares

Preference shares


Principal

incorporation

Equity interest

Equity interest

Name

activities

and business

2023

2022

2023

2022




%

%

%

%








Well Round Holdings Limited2

Property development

Hong Kong

37.50

37.50

-

-








Allied Hill Corporation Limited2

Luxury property development

Hong Kong

37.50

37.50

-

-








Silver Prance Limited2

Property development and land holding

Hong Kong

37.50

37.50

-

-








Desaru Peace Holdings

   Sdn Bhd2

Branded luxury development

Malaysia

49

49

49

49








Oak SPV Limited3

Wine retail and F&B operations

Cayman Islands

62.11

62.11

-

-








Macassar Holdings SARL

Luxury interior architecture and furniture retail group

Luxembourg

33.33

33.33

33.33

33.33








Liaigre Hospitality Ventures Pte. Ltd.

Branded luxury development

Singapore

33.33

33.33

-

-








WCIB International Company Limited1

K12 education institution

Thailand

39.15

39.15

-

-








ASG Hospital Private Limited

Healthcare

India

-

-

8.51

8.62








Mavi Holding Pte. Ltd.

Insurance

Singapore

-

-

32.30

32.30








Creative Technology Solutions DMCC

Education IT solutions provider

United Arab Emirates

-

12.61

-

-








Good Capital Partners

Venture Capital

Mauritius

10

10

-

-








In Do Trans Logistics Corporation2

Logistics Group

Vietnam

27.39

28.39

-

-








Smarten Spaces Pte. Ltd.

Software company for space management

Singapore

8.96

8.96

8.96

8.96








Soothe Healthcare Pvt. Ltd2

Consumer healthcare products

India

-

-

25.12

25.14








Catbus Infolabs Pvt. Ltd.

Logistics services

India

0.01

0.01

9.10

8.72








SolarSquare Energy Pvt. Ltd.

Solar power solutions provider

India

-

-

3.65

3.65








Kieraya Furnishing Solutions Pvt. Ltd.

Online furniture rental and sales

India

-

-

2.09

3.41








1    Joint venture

2    Associate

3  Following the sale of WCG, the Company continued to hold an interest in a related investment holding entity that will eventually be subject to dissolution.



Place of

Ordinary shares

Preference shares


Principal

incorporation

Equity interest

Equity interest

Name

activities

and business

2023

2022

2023

2022




%

%

%

%








August Jewellery Private Ltd.

Online and retail jewellery

India

-

-

6.74

6.86








Meesho Inc.

E-commerce marketplace platform

India

-

-

0.20

0.24








Isprava Vesta Private Ltd.

Branded luxury development

India

-

-

5.15

-








Epic Games, Inc.

Video game and software developer

United States

<0.01

<0.01

-

-








1    Joint venture

2    Associate

 

 

18         Subsequent events

 

Subsequent to 31 December 2023,

 

·    the Company sold 3.03 million warrants of MINT for a total net consideration of US$36,000;

 

·    the Company completed the third tranche of its investment in Mavi Holding Pte. Ltd. The total consideration was less than 1% of NAV;

 

·    the Company funded a capital call from the Good Capital Fund I as part of its commitment as an anchor investor. The capital call amounted to less than 1% of the Company's NAV;

 

·    the Company funded a capital call from the Good Capital Fund II as part of its commitment as an anchor investor. The capital call amounted to less than 1% of the Company's NAV;

 

·    the Company completed a follow-on investment in WCIB International Co. Ltd. The investment amounted to less than 1% of the Company's NAV; and

 

·    the Company completed a follow-on investment in Catbus Infolabs Private Ltd. The investment amounted to less than 1% of the Company's NAV.

 

 

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